This Labor Service Agreement (this "Agreement"), between LivingShield, Inc. ("LivingShield") and the undersigned customer ("Customer"), is effective as of the date of the last signature to this Agreement (the "Effective Date"). The parties agree as follows:
1. Labor Services. In consideration of Customer's payment of the Monthly Fee, LivingShield will, during the Term, (a) arrange for third-party service providers to provide labor, and (b) pay all of the labor costs, in connection with the inspection, repair or replacement of the items selected by Customer on the attached "Choose Your LivingShield" addendum (each a "Covered Item"), the terms of which are incorporated into this Agreement. Labor services do not include routine maintenance or cosmetic defects. The Monthly Fee is not subject to regulation by the Florida Office of Insurance.
2. Parts. This Agreement covers labor services only. Accordingly, Customer shall pay the Service Provider for the costs of parts in connection with the repair or replacement of the Covered Items.
3. The Claim Process. If a Covered Item is in need of repair or replacement, Customer may call LivingShield's national call center toll-free number 1-888-323-3577 or visit the LivingShield website www.livingshield.com to make a service request. LivingShield will determine whether the request is covered by this Agreement and if so, LivingShield will promptly assign a service contractor in Customer's local area (the "Service Provider") to Customer's claim. The Service Provider will contact Customer within twenty-four (24) hours of Customer's request to schedule a date and time, during normal business hours, to inspect, diagnose and repair or replace (in the Service Provider's reasonable determination) the Covered Item, without cost to Customer other than the cost of parts.
4. Replacement of Covered Item. If in the reasonable judgment of the Service Provider the Covered Item cannot be repaired, or if the cost of repair exceeds the value of the Covered Item, the Service Provider will replace the Covered Item, at no cost to Customer other than the cost of the Covered Item. Customer acknowledges that neither LivingShield nor the Service Provider can guarantee that a Covered Item is repairable.
5. Term. The term of this Agreement is one (1) year from the Effective Date (including renewal terms, the "Term"), regardless of whether Customer moves during the Term. After the initial year, this Agreement shall renew monthly until either party gives thirty (30) days' written notice of non-renewal to the other party. No refunds shall be given if Customer fails to provide such notice.
6. Payment. Customer shall pay the monthly fee set forth on the "Choose Your LivingShield" addendum (the "Monthly Fee") during the Term through monthly automatic credit card processing or checking account deduction (see attached Automatic Payment Authorization Form). The first month's payment shall be processed or deducted within five (5) business days after execution of this Agreement, and subsequent monthly payments shall be made on approximately the same day of each month until termination of this Agreement. No payments shall be deducted from Customer's credit card or checking account other than the Monthly Fee. The Monthly Fee includes any sales taxes applicable to the labor services provided under this Agreement.
7. Cancellation; Termination. Either party may cancel this Agreement by providing written notice of cancellation to the other party. If this Agreement is cancelled by Customer, LivingShield shall refund Customer an amount equal to ninety percent (90%) of the unearned pro rata Monthly Fee paid by Customer pursuant to this Agreement, less the cost of any repairs made on behalf of Customer. If this Agreement is cancelled by LivingShield, it shall refund Customer an amount equal to one hundred percent (100%) of the unearned pro rata Monthly Fee paid by Customer pursuant to this Agreement, less the cost of any repairs made on behalf of Customer. In addition, either party may terminate this Agreement by providing written notice of termination to the other party (a) if a party fails to cure a breach within ten (10) days after the other party provides written notice of such breach, or (b) immediately upon the voluntary or involuntary bankruptcy or insolvency of the other party.
8. Service Providers. LivingShield has made every effort to determine the reliability, quality and acceptability of the labor services offered by its Service Provider partners. However, LivingShield does not make any representations or warranties regarding the performance or quality of any services provided by such Service Providers, or the performance and quality of any parts or replacement items selected by such Service Providers.
THE SERVICE PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF LIVINGSHIELD. LIVINGSHIELD ASSUMES NO LIABILITY WHATSOEVER FOR SERVICES PERFORMED BY SUCH SERVICE PROVIDER OR PARTS SELECTED BY SUCH SERVICE PROVIDER, INCLUDING LIABILITY FOR INJURY, DAMAGE, DEATH, LOSS, ACCIDENT OR DELAY DUE TO AN ACT OR OMISSION OF A SERVICE PROVIDER.
CUSTOMER HAS ACCEPTED THE ABOVE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AS PART OF A BARGAIN WITH RESPECT TO THE PRICING OF LIVINGSHIELD'S SERVICES AND UNDERSTANDS THAT THE PRICING WOULD BE HIGHER IF LIVINGSHIELD WERE REQUIRED TO BEAR LIABILITY IN EXCESS OF THAT STATED HEREIN.
14. Miscellaneous. This Agreement constitutes the entire agreement between Customer and LivingShield, and supersedes all other written and oral communications or agreements. Any waiver or modification of this Agreement by LivingShield shall only be effective if in a writing signed by an authorized officer of LivingShield. This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia without regard to conflict of laws principles. Any claim or cause of action by Customer against LivingShield with respect to this Agreement shall be brought in the federal or state courts of the City of Bluefield, West Virginia within one (1) year after the claim or cause of action arises. If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall be enforceable and valid to the greatest extent permitted by law. Each party has had the opportunity to have this Agreement reviewed by legal counsel. The normal rule of construction that any ambiguities are to be resolved against the drafting party shall not be applicable in the construction and interpretation of this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. WITNESS the following signatures:
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